CMB.TECH's update on the Golden Ocean merger process

Core Viewpoint - CMB.TECH is progressing with a stock-for-stock merger with Golden Ocean Group, aiming to create one of the largest diversified maritime groups globally, with a combined fleet of approximately 250 vessels [1][8]. Merger Structure and Details - The merger involves Golden Ocean merging into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with an exchange ratio of 0.95 CMB.TECH shares for each Golden Ocean share [2]. - CMB.TECH plans to issue approximately 95,952,934 new ordinary shares as part of the merger consideration [2]. Corporate Approvals - Golden Ocean will hold a special general meeting on August 19, 2025, to vote on the merger agreement and related transactions [4]. - Both the supervisory board of CMB.TECH and the board of directors of Golden Ocean have unanimously approved the merger, which does not require CMB.TECH shareholder approval [5]. Ownership Structure Post-Merger - After the merger, CMB.TECH shareholders will own approximately 70% of the total issued share capital, while Golden Ocean shareholders will own about 30% [6]. Regulatory Approvals - CMB.TECH received antitrust clearance from the German Bundeskartellamt on June 26, 2025, and the SEC declared the registration statement effective on July 16, 2025 [9]. Timeline and Trading - The merger is expected to be completed shortly after the Golden Ocean special general meeting, with new shares anticipated to begin trading on August 20, 2025 [7]. Company Profiles - CMB.TECH operates over 160 vessels, including crude oil tankers and offshore wind vessels, and is headquartered in Antwerp, Belgium [13]. - Golden Ocean specializes in the transportation of dry bulk cargoes and has a fleet of over 90 vessels with a capacity of approximately 13.7 million deadweight tonnes [15].